Line a 9" X 13" baking pan with aluminum foil (nonstick is easiest to use), allowing about 2" to hang over the end or side. If not using non-stick, spray with non-stick cooking spray; set aside.

In large bowl, combine pretzels, cereal and popcorn; set aside.

In large pan over low heat, melt the butter and peanut butter. Stir in marshmallows and stir constantly until marshmallows are melted and mixture is smooth. Pour over cereal mixture; stir until cereal mixture is covered. Add half the M & M's and stir, then spread evenly into the pan. Gently press down on the mixture (I like to spray the back of my large metal spatula), but not too hard. Let cool. Cut into 16 or 20 pieces, storing at room temp for 2 or 3 days...

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